Why Won't You Break?
by CJ1145
Summary: Peter Parker is broken, scarred, and through with being Spider-Man. One version of him, anyway. But when he discovers a parallel Earth, with a young Peter who has yet to feel his suffering, he knows it's his duty to put on the mask once more, and save him from this doomed hero's life. But with nothing left to live for, he will go to ANY length to show this Peter: it's not worth it.
1. The Avenging and the Spectacular

"B-but… you… you retired."

Searing, unbearable agony, and yet at the same time a numbness that Quentin Beck did not dare try to analyze too closely. Mysterio, as he was known to the public, was collapsed in a heap on the floor of his own "secret lair"—an abandoned tenement on the outskirts of New York, New York. He could feel the telltale wetness on his face, more blood than he ever wanted to think of pouring out from his pierced flesh. A single punch was all it took, and his reinforced helmet—the envy of titanium, diamonds even—shattered like it was trick glass. The shards dug deep into his face, desperately drawing in shallow breaths. His suit was torn to shreds, the aftermath of a ferocious, all-too-short struggle.

He was on his back, staring up at the gaping hole in his ceiling, where his assailant had simply smashed his way in. There were other holes, his own weaponry blowing chunks of brick and drywall into the air.

He tried to move his legs—his arm, even. Nothing. All that came was a terrible, unnatural twitching that he gave up on just so he could stop experiencing it. He'd done it, then; Beck had never given the kid enough credit, it seemed. He was paralyzed from the neck down. That was how he would have processed it in a calmer state of mind; right now, all he could gather were incoherent, desperate bursts of thought, clamoring to find some mercy in a kind soul gone hollow.

He wasn't able to properly turn and look, but in his peripheral vision he could see the silhouette of the man who did this, hunched over a table as the technology of Mysterio was carefully scrutinized.

A red and blue suit, silvery-black strands forming a web-like pattern. On his back, a giant black symbol of an arachnid was prominently displayed, its legs reaching up over his shoulders and around his sides, connecting to an identical image on his chest.

_Spider-Man… what happened to you?_

Quentin repeated the phrase he'd uttered, just to convince himself that at some point in the past, it had been true.

"You retired. Y-you disappeared…"

"Came out of retirement." Came a calm, almost cheery voice. So close to the snippy youth's quips, and yet an element was lacking. Compassion. "Just for you, Beck."

Spider-Man, or what had once been Spider-Man, turned away from the table clutching a small device in his hands. He came closer to Mysterio, kneeling down to look at him. This was a different costume, Quentin could tell. The colors were a darker shade, and the eyes narrower. He could still recall the image of the bright young boy, who couldn't have been older than fifteen, sixteen, and the big bug eyes on his mask that covered nearly half his face. He couldn't comprehend how that boy had become this.

"I don't understand!" Mysterio pleaded, on the verge of tears as those destructive hands got close to him again. "I wasn't committing any crimes this time, I swear!"

"Didn't say you were," Spider-Man quipped, shaking the gadget in his hand to draw attention to it. "but when you go bragging on every forum based in the Western Hemisphere that you've developed a dimensional wormhole generator, you get _noticed._"

Quentin balked. Yes, he'd been developing such a device—perfected it, in fact—but that wasn't illegal! Something was terribly wrong. He had to say something, get the upper hand.

"Y-you think the rest of the Six won't catch wind of this?!" he growled, a lame dog making empty threats to the wolf. "Kingpin, Octavius, they'll come down on you! Wreck everything you've got!"

Spider-Man laughed. But not the light, almost obnoxious laugh Mysterio had come to know. It was low, dark, and short. A cruel laugh for a cruel joke.

"Let them at it." He countered. "Have a field day for all I care—you already took everything work taking."

Spider-Man stood up, turning away from the shattered villain and pointed the device at the wall. A few simple dials to be turned, and codes to be entered.

"E-612…" Spider-Man muttered, setting in the dimensional code. A bright blue light emanated from the front of the device, forming an elliptical ring of what seemed to be colored mist on the wall it impacted. The solid surface within that ring slowly disappeared. Mysterio could see none of this; he could only hear the strange sounds of his own device.

"W-what are you doing?!" he cried, frantically. "That device is unstable, you have no idea what ramifications—"

He was cut off as Spider-Man grabbed him roughly by his hair, dragging him up to the tune of agony the likes of which he'd never felt in his life. He was laid down on his stomach, staring into the portal.

"_That's_ what I'm doing." The wall-crawler told him, bluntly. Inside the portal, an image could be seen. A bright, shining day in New York, and telltale _thwip_ of webs being slung. A cry of elation, ethereal from the warbling of the portal rang in both their ears as a red and blue-clad youngster swung from the highest rooftops.

"Another dimension." Spider-Man stated. "Another Earth. And another Spider-Man."

He stepped up to the portal, turning back to point an accusatory finger. "One who's too young to know the _hell_ you people are going to put him through!"

"What's so special about one Spider-Man?!" Mysterio cried.

"He's the one I found!" the former hero asserted. "One that I can spare from this entire nightmare. It's not too late for him; not too late to quit."

As Spider-Man stepped towards the portal, a stuttering, almost gurgling cry from Mysterio made him hesitate once more. "S-Spider-Man, please! I think I'm bleeding out, you have to call for help!"

One long moment of silence passed, and Quentin could hear the ceaseless patter of rain just outside. Those blank, narrow eyes narrowed yet further, and a cold growl responded, "No."

Tears of confusion, rage, and creeping terror cascaded down Quentin's face as Spider-Man turned back to the portal. But before he stepped through, he called back to the illusionist once more.

"You know, Quentin, you've always had pretty decent acting chops; I bet if you can pull off _any_ role a quadriplegic, you'll net an Oscar… assuming somebody finds you before you die here, at least. And considering how hard this place was for _me_ to find, well…"

He never finished. Spider-Man stepped through the portal, leaving Mysterio to cry after him.

"Spider-Man! SPIDER-MAN!.. P-PETER! PETER PARKER, NO!"

All far too late. The web-slinger was long gone. He closed his eyes, and waited, a few blurbling words still slipping from his lips as despair overtook him. "Peter, Peter please don't leave me here… oh, God, please…"

* * *

_Hi! My name is Peter Parker. You might not know me very well, but I guess that's for the best. I'm not much to look at, anyway—5'7" at age seventeen, average face, average hair, average nerd's luck. Grew up in Queens with my aunt and uncle—just aunt, now. Nothing really special to mention._

_Well, maybe the superpowers are worth mentioning. Last year, on a field trip to OsCorp laboratories, I was bitten by a genetically engineered super-spider, and gained these insane powers! I'm stronger, faster, smarter—well, I didn't need the spider for that, heh—and more agile than any other human on the planet. I did what any kid my age would do with such reality-shattering abilities: cheated at sports, spied on and blackmailed a few jocks, punked random pedestrians. The usual stuff._

_But then my uncle died. Gunned down by some faceless, no-name thug for being in the wrong place at the wrong time. And I could've stopped it before it ever happened. I didn't._

_So that's what I do now. Stop crime; it's what Uncle Ben would've wanted. But it's a little perilous just making a target of yourself like that, so I created a new identity for myself to take on the scum of the city with: Spider-Man. And the people LOVE me… mostly._

_I mean, yeah, there's a few nay-sayers, whose names I will not mention for kindness' sake. But their initials are JJJ, for the record; totally not a name. And he most certainly is NOT any form of chief or editor for any local newspapers that may or may not be named for brass instruments of one sort or another._

_But who cares what an old psycho like him thinks, right? All things considered, this whole Spider-Man thing's been working out great! Self-confidence out the wazoo, the best friends a guy could ever ask for, the girl of my dreams… it's all up from here, baby—_

_WAIT._

…_Why am I monologuing?_

Peter Parker, a.k.a. Spider-Man shook his head vigorously to rid himself of the weird first-person narration bug he'd suddenly come down with. That had been happening a lot, lately. Probably not the healthiest thing for his ego, come to think of it. He made a mental note to work on that.

He looked out over the city—and over was the correct term. Standing on top of the Daily Bugle building, he was easily hundreds of feet off of the ground, the brisk wind spitting past him and giving him some much-needed relief on a hot summer's day. He looks down at his clothing—that was something he thought of then, too. Did this count as clothing?

It certainly protected his decency, but it hardly left anything to the imagination. A skintight, red and blue suit, with thin black strands across the red to go with the motif. He had spent a very long time trying to develop an opinion on the newest pattern for the colors that his suit was using, but it was simply too hard to care. Mary Jane Watson, a.k.a. Girlfriend of the Century, had been responsible for re-designs and suit repairs ever since she'd gotten wise about his double life. Peter's side of the story put that moment at about six months into his career—MJ's insisted it was closer to three.

"There I go again," he muttered to nobody in particular. "getting distracted by pointless crap."

He stepped up to the edge of the building, and held out a hand, palm up, middle and ring fingers in, thumb placed tentatively above, and the pinkie and index finger sticking out. He wasn't trying to be metal, he swore. This just felt like the most natural way to configure his web-slingers.

Mechanical devices, based off some OsCorp tech generously "borrowed" from his best pal, Harry Osborn's home, along with some repurposed experimental material. "Super-webbing", derived from the same type of spider that gave Peter his amazing, spectacular powers. All it took was a little digging, and he was able to figure out how to make his own batches like it was a child's science fair project.

They certainly came in hand for getting around. Pete pressed down on the trigger, so slight it wasn't even noticeable under his costume. On command, a strand of web shot out like lightning, attaching itself firmly to a billboard on an office complex ahead of him and to the left. He pulled it taut, and with a running start leaped into the air.

The world rushed around him as if he were truly flying in those moments. It took practice, but he'd learned the momentum, the arc of his swings. He'd never expected being a superhero required so much _math._

But it was old hat to him by now. What would have been a long, aching stroll down a few blistering blocks became a high-octane adrenaline rush carrying him halfway across town. He barely kept himself from hollering in sheer ecstasy every time he released a web, flinging himself hundreds of feet up and propelling himself at faster and faster speeds. Sometimes, he failed to keep quiet entirely.

For all the distraction this quasi-flight gave him, however, he was hardly blind or deaf up there. A highly-attuned sense to everything happening around him, or his "Spidey Sense" as he referred to it, gave him a full knowledge of the goings-on below.

And right now, approximately one block away and down the alleyway off of Oak, one woman was having a very unlucky day. But the three thugs around her were in for one far, _far_ worse than that. Spider-Man adjusted his course, and made straight for the scene of the in-progress crime.

* * *

"S-stay back!" the young woman cried, reaching into her purse and coming up with a pocket knife. She brandished it, taking nervous stabs at the air. "I'm armed, d-don't come any closer!"

"Oh-ho, _real_ scary miss." Said the leader of the trio, whacking the flat end of a crowbar against his gloved hand. His toothless smile spoke of illicit things yet to commence as he shared looks with his two henchmen, twins by the similar facial structure and blond hair. One had a pistol, the other a machete. "Now how about you hand over all the money ya got, and make this easier on yourself."

The girl hesitated, her raven hair drenched in sweat and sticking in odd patterns across her face. "A-and then you'll let me go?" she pleaded.

"HA! _No._" the thug replied with far too much enthusiasm. "But it'd be a lot easier if you'd just shut your whore mouth and do what you're told!"

"Hey, uh, question!"

The crooks and lady alike were frozen mid-confrontation, and looked up at the roof above them. Peeking down into the alleyway was likely the absolute last face that the thugs wanted to see there.

Spider-Man leaped halfway down, stopping himself by gripping the wall with his right hand and foot. He gestured to himself and quipped, "If she gets to be 'whore', then would it be all right if you guys started calling me Spider-Pimp?"

He dropped down the rest of the wall, landing smack between the victim and her would-be attackers. He thwacked the back of his right hand against the palm of his left, making a loud cracking sound.

"And _trust_ me when I say you do not want a taste of my pimp hand."

The woman, seeing her chance at freedom, made a break for it. One of the twins took aim with his pistol, only for the barrel to be thoroughly coated in sticky webbing. The weapon was hopelessly jammed, and possibly worse it was stuck to his hand. As he tried to shake it off, Spider-Man just wagged a scolding finger at him.

"Ah-ah-ah!" he warned. "No playing with the toys in Poppa's lockbox! Poppa _smack_!"

The mother of all backhands smacked cleanly across the thug's face, sending him spinning off into the wall. The moment he collided, a torrent of webbing attached him to the brick.

_One down, two to go._

The leader, brandishing his crowbar, came down with a diagonal swing. Spidey's senses picked it up before the man's muscles had finished tensing; a duck and a weave was all it took to avoid that one. The crook grumbled and yelled, "Hold still you runt!"

"That kinda defeats the purpose of a fight. You know, I try to hurt you, you try to hurt me." Spidey pointed out, leaning back to avoid another blow with just enough time to thwip a ball of webbing into the second twin's face. His hands pawed helplessly at the obstructive ball, stumbling off and out of the way as he tried to free himself. "I'm just saying, letting you hit me? Counter-productive to the extreme." Naturally, this just made the leader madder.

He bellowed "You talk too much!" before charging forward with a double-handed horizontal strike. Spidey faked a fairly convincing yawn as he backflipped up and out of the way, landing on the wall ten feet up.

"And so do you," the wall-crawler responded. "for somebody wielding a crowbar—"

Before the embarrassment of this crook's lifetime could continue, the telltale ringing sound alerted Peter that someone was calling his phone. His "work" phone, to be specific. He pressed down on his left ear, activating the little gadget he'd made.

He held up a finger to the utterly baffled criminal below. "Hold on a sec, gotta take this—Hello! You've reached the Friendly Neighborhood Spider-Man Hotline, where your emergency MATTERS! All lines are currently busy, but—"

"Pete, switch off the snark for a second, it's me."

Spidey obliged, being able to recognize the feisty Mary Jane Watson's voice in any situation. "Oh, hey MJ. Is this important?"

"Uh, yeah, Pete." She said, unrelenting on her own share of sarcasm. "Pretty freakin' serious stuff here."

"More serious than re-arranging this guy's face?" Spider-Man asked, cracking his knuckles as he stared down at the criminal. To his credit, said criminal was still confused as hell. "Because right now that's pretty much the major thing on my to-do list."

As MJ began to speak again, Spidey decided not to waste more time. He leapt once more into the fray, landing to the left of the crook and throwing up a right elbow. He managed to hit the crowbar, being used to block, and bent it nearly to the breaking point. He threw another punch, met another parry, and the piece of metal neatly snapped in two.

"It's Scorpion," she explained "ransacking the national bank. Ripped right through the police blockade and holed up in the theater up by the school."

"Sounds pretty cut-and-dry." Peter noted, ducking below a wide hook from the criminal. He decided that yes, this was a perfect time to try it, and threw a headbutt into the man's gut. He doubled forward, choking in pain as Spider-Man backpedaled to finish him. Both web-slingers unleashed a drizzle of web on the ground just in front of the low-life. A pool of the stuff was formed, and with an acrobatic leap Spidey flipped into the air and came down right on the man's shoulders. He lost balance, and went face-first into the web. "What's so special about today?"

The third crook, his face finally freed, took his machete and charged at the webslinger. A dodge, a knee to the gut, and a heaping helping of webbing later, and the crook was collapsed in a huddle on the ground with his cohorts.

"Because… okay, let me put this as simply as possible: you're fighting some goons in some alley right now, I assume?"

"Well, more like _was_ fighting," he corrected as he looked over the carnage. "but otherwise that's pretty accurate."

"Well," MJ chimed in. "I'm looking at the camera feed, and right now somebody's already fighting Scorpion."

"Who?"

"_You._"

"I—buh—whuh—HUH?"

One thwip later, and Spider-Man was soaring through New York City once again, making a beeline straight for the Scorpion. His mind was already racing with questions.

"A new Spider-Man. You're serious?"

"Well, it's what I'm seeing here."

"…Hope it's not a clone."


	2. Scorpion's Sting

The flashing lights of police cruisers lit up the entire avenue, a blockade dozens of cars strong hastily erected to isolate the mad Mac Gargan, a.k.a. The Scorpion. News vans were not far behind, reporters from every station babbling out reports on the latest updates. Cameras were fixated on the old theater, praying for a few good shots through the holes in the building. A block away now, Peter Parker flipped up into the air, hanging there for a moment as he took it all in. His senses buzzed with life as he singled out voices amongst the din. A reporter was giving the newest gossip to her audience.

"…sources say that Spider-Man, one of New York's finest heroes, is already on scene and engaging the Scorpion within…"

_That's… certainly backing up MJ's story. But let's try something a little more tried and true, like a boy in blue… hey, I'm a poet!_

Captain Billy Blutarch, a relatively new cop on this beat, was barking commands and updates into his radio.

"…I _know_ Spider-Man's here, but that don't mean I don't want backup! Scorpion's kicked his thorax before, in case you've forgotten!"

_Wow. Thanks for the vote of confidence, Captain. But I guess three accounts is pretty compelling evidence. There's somebody that looks a heck of a lot like me in there._

He flicked out a wrist, and a web snared the corner of a flagpole.

_Of course, why take them at their word, when I can see for myself?_

A tug, and the relaxation of his body to move with the swing, and he was flung through the air once more. His mind raced, more instinct than real concentration by now, as he calculated his route. Wait a little on the release here, attach a web here, go for the catapult shot instead of a normal swing up ahead… he selected the largest hole in the stone, about two thirds up from ground level. That would be his entrance. His and nobody else's.

_It'll be our little secret, building. Don't tell anyone, okay?_

One, two, three seconds passed as Spider-Man followed the actions of his own internal math. His body snaked through the air, until he had a clean shot. Both arms shot out and attached web lines on opposite sides of the street. Maybe he couldn't uproot a building like the green fella out in Nevada, but Peter's strength was nothing short of spectacular. With a hard pull on both webs, his body went zooming like a rocket, his holler of excitement catching the attention of those below. Confused voices called after him and to each other as he spiraled through the sky. He heard them all, asking if that was really Spider-Man. Were there two of them? Spider-_Men_?

_Jeez, I hope not. That's a stupid idea._

Like a bullet from a rifled barrel, he spun as he buzzed through the hole; a jolt of pain went up him as his right arm nicked some stone going in. Figured he'd be off by just enough to give himself one of those _stinging_ pains. Those were the ones that really got to you.

As soon as he was through he shot a hand out and stopped himself on the ceiling, giving his brain a second to catch up to his body. He was in the theater lobby, which looked all but abandoned. Popcorn was strewn about the floors, crushed underfoot of somebody extremely heavy. Peter wished, for the sake of humor, that it was some kind of tremendously fat man he could imagine trudging for his life, but he knew those imprints well. Scorpion had been in here…

And judging by the state of things, had been fighting for his life. Dents, craters, and one thoroughly _wrecked_ popcorn machine were all signs of a real clash of titans. Scorpion was tough; shrug-off-a-truck-to-the-face tough. Anyone who could tangle with him and not be a crumpled wreck at the police's feet by now had Peter's respect.

Of course, the only heroes this side of the river he knew of that could do that were either in Latveria, or himself.

_And I am at least 80% certain I am not responsible for this._

That put him on guard. There were more than a few villains that could probably put up this sort of fight. It wasn't entirely out of the question, either; villains weren't on some magical villain "faction". They were all out for themselves, more or less, and they'd tumble if things got rough. So who would be capable of taking good ol' Mac, and pull off a convincing Spider-Man while they—

"Oh dear." Spider-Man groaned as the thought occurred. "Anyone but Eddie."

There were crimes, and then there were crises. Spider-Man dealt with those fairly often. Those were okay. But then there was a further tier: there were crises, and there were Eddie Brock crises. Best friend turned worst enemy-slash-jilted alien lover-slash-parasite. A.k.a. Venom. Peter desperately hoped it wasn't Venom. There were about five villains he didn't want to face, _ever,_ and four of them were Venom.

_Okay, gotta stop with the panic mode. I need to scope this out before I jump to any conclusions. Not in here, so probably in one of the theaters. Better… stay out of sight, though._

Peter began to jostle across the lobby, keeping as quiet as possible as his hands and feet peeled off and stuck back onto the ceiling. It was a sensation that really shouldn't have felt as natural as it did, seeing the world upside-down like this. But for Pete, this was second nature. He could practically keep his eyes closed. His Spidey-Sense was tuned into his surroundings, seeking out the slightest clue, but it was difficult going forward. What was worse, Venom was immune to the Sense entirely. This was partly why Peter so sincerely hoped he wasn't around.

Instead, he'd look for Gargan. He closed his eyes above the snack bar, hoping any sudden movements would tip him off.

Surprisingly, it was his ears that won him the day, not his Sense. Off to his right… or, his left, he supposed? All the inversion was still a little confusing. In _some_ direction he was capable of pinpointing (and that was all that mattered), he could hear a voice. Scorpion's voice, whispering something. It wasn't much, but he could tell the direction enough to narrow down his search. He went down a hallway branching off from the lobby. Doors on either side lead to screening rooms, where all the latest and greatest films would be showing. Peter made a mental note to destroy all copies of the Wolverine film after he wrapped up here. That guy's a _jerk._

He pursued his quarry down a ways, almost halfway down the hall, when he heard the voice again. Faint, but persistent.

"…are y…"

Still not enough to really hear clearly, but the location was all but confirmed now: Theater 17. Current feature: Wolverine VII: Dark Son.

_Awesome. Two birds with one stone._

No other way in that he could see, so he used a web to pull open the door. As silent as he'd hoped it would be. He jumped down to the floor and skittered inside, just before it shut behind him. Quiet as I was, he still flinched as the noise rebounded off the muffling walls. Any noise was too much right now.

He moved up to the corner, and peeked around. He could see the flickering screen's light pouring in, that cinematic abomination being even less helpful than usual, by making the whole stealth thing so hard. Still, no sign of Scorpion yet, so that gave him a free pass. He slowly advanced up towards the theater proper, hearing the growing sound of Scorpion's frantic mumbling as he did.

"C'mon… come on, Spider-Man, come out! You can't hide in here all day!.. Don't make me chase you! Where are you?!"

_Wow, he sounds… frazzled! I've gotten him razzed—dazzled, even, but never frazzled! Wonder who's got him on edge so bad. Guess it can't be Venom. Mac's not the brightest bulb in the pack, but even he can tell the difference between me and an inky-black cannibalistic psychopath. Usually._

Spider-Man reached the end of the tunnel, and peeked around the corner. Seats were being flung in every direction, as the big bad arachnid himself laid waste to them. Scorpion was physically intimidating to say the least, at least seven feet tall in his green, cybernetic armor. Only his jaw was visible, with magenta bug eyes giving him some kind of HUD interface. Spider-Man had never gotten a chance to look at them himself, but he'd heard a few of the Avengers' techies babbling on about it after an arrest. But the real kicker was the tail; a ten-foot, fully articulated piece of nightmare coming straight off where the tailbone would be on Mac's body, hunched over in a somewhat bestial posture. The thing ended in a jagged, mechanical spike that had two settings: kill, and eviscerate. Basically, bad news for anyone. But Peter could see better than most in the low lighting, and the state of Gargan's suit stunned him.

His armor was battered, scuffs and dents plainly visible on it. Even the tail looked a tad on the crumply side. And was he… panting? He seemed to be. Mac was a man of stupid endurance, and in that suit he could fight for hours before he even broke a sweat. Anyone who did _that_, was on another league.

_I have GOT to meet this guy!_

He looked up at the ceiling.

_Gotta get up there. A vantage point could be useful. Can't use webbing, he'll hear the thwip. I'll just jump._

Spider-Man tensed his legs, and released in a powerful springing motion. Gracefully, he ascended…

And a moment later, his mind nearly fried itself with jolts of panic telling him to twist in some insane manner. On instinct his muscles attracted accordingly, and the tail of the Scorpion extended right past where he'd have been otherwise, sticking into the wall with an appreciable force.

"Holy CRAP!" Peter spouted, unable to contain his shock. Not a second later, a mechanized fist pounded him square in the chest, pinning him against the wall. Scorpion's other limbs, tail included, dug into the wall to give him firm placement as he leaned in close to the webhead.

"Thought you could hide from me forever, didn't you Spider-Man?!"

"Actually, I kinda had an appointment on the 20th, and I'm taking my girl out for our anniversary the next day. So, you know, less 'forever' and more next Thursday, at the lastest—"

_KER-CHUNK_

Scorpion's tail slammed the wall about four inches to the left of Spidey's head. He tried not to gulp louder than was needed for comic effect.

"NO MORE QUIPPING!" Mac bellowed, his rage palpable as he drew the extra appendage back for the killing blow. "I have been dealing with you and your crap for too long, Spider-Man! I will not take the humiliation you have given me today lying down! It ends right! HERE!"

"I just _got_ here!" Spider-Man pleaded, beginning to grow irritated with this copycat Spider-Man. Pissing off the villains was _his_ job, and here this guy was trying to upstage him!

_I mean, I've never gotten Scorpion MURDEROUSLY insane before! Maybe maimily, if that's a word, but come on! Stealing my thunder, seriously._

"And for the record," Peter noted. "if you wanted me to stop humiliating you, you _shouldn't have left my arms free._"

Both of Pete's hands took the web-slinging form, and attached thin white lines onto each of Scorpion's eyes. He gripped the weblines as tightly as possible, and with a powerful yank brought he and Scorpion's skulls together in a head-on collision. Stars and bright lights filled Spider-Man's vision, and the sound of a loud crack that he _sorely_ hoped was Scorpion's helmet filled the air. Disoriented, the green rogue lost his purchase on the wall. He, and the red-and-blue hero with him, careened back onto the floor of the theater.

Scorpion landed first, on his back, and Spider-Man was sprawled out over his torso. The one on top was lucky enough to wake up first, a few seconds later. He massaged his savagely throbbing forehead, groaning as he wobbled up to his feet.

_What were you THINKING, Parker?! Never try a headbutt twice in a day—that's just begging for a backfire!_

He staggered away from the unconscious Scorpion and steadied himself against one of the seats that hadn't been ripped away yet. Collecting his thoughts, he used one web-slinger to start tying down that tail. It would be a problem if it wasn't properly secured. Needed to get back on top of the game, and stop Mac before he was even capable of being mobile again. He couldn't help but feel a bit disappointing though. No sign of that copycat Spider-Man to be found. He imagined, if he was a bit more coherent, that he would be worried.

Spider-Man heard a groan coming from Mac as the brute returned to his senses. Maybe he could get some answers from—

_I did not web down anything but his tail._

This stunning revelation calmly scrolled through his mind as he watched Scorpion's arm reach down, freeing his tail with a single tearing motion. The metal behemoth got back to his feet, shaking his head to clear it up and staring down his counterpart.

"Fighting back was a mistake, Spider-Man!"

"Actually, fighting back is kind of the point of a fight." Peter noted. He retracted into a thoughtful pose, recalling the earlier portions of the day. "In fact, I was just having this same conversation with a guy over on—yipe!"

Spider-Man collapsed at the knees on reflex, falling backwards and nearly onto his back as the charging villains tail shot right where his pelvis was a second earlier. "Oh, that's just _low_!" the hero seethed, flipping his body to the right and up to stand and balance on the tail itself. A flurry of webs weighed down its tip, forcing it into the ground and keeping it there for a precious moment. Peter ran full-tilt up the length of the appendage as Mac desperately tried to free it. The crook brought up his hands to guard, knowing the inevitable beatdown was coming.

_Oh, I will be having NONE of that mister!_

A powerful axe kick swiped away one fist just in time for his body to lean forward and deliver a stunning haymaker into the Scorpion's left eye. His head reeled from the blow, being jetted away from the fist and propelling his entire body back a step. As Spider-Man kept going, he used the forward momentum to flip in the air, bringing the heel of his right foot down straight onto Gargan's skull. Another hit there was not in his best interests right then, and elicited a cry of pain by the time Spidey hit the floor.

The hero wasn't done yet, and dug in with a fast and furious array of punches. The head was Mac's weak spot, always was, and he needed to wear him down there to strike a K.O. and end this tango. Hooks, jabs, uppercuts and backhands peppered the bigger man, still too disoriented to fight back. After more than a dozen, maybe twenty such strikes, Spider-Man did a full backflip, driving his foot right under Mac's chin as he went by.

Landing on his feet once more, Peter watched on with a little pride—okay, a lot of pride as the giant went lurching back, utter pain and confusion showing on his face.

Spider-Man did a little bow to his bruised opponent. "We thank you for choosing the Hurtin' Express as your mode of transportation this afternoon; all passengers, please depart and transfer onto the nearest police cruiser to continue your expedition."

Blood trickling down his chin, Scorpion's head lolled back for a moment… then snapped back, smiling viciously at the tiny Parker boy. "Cute, kid. Reaaaaal cute."

Peter heard a sound like shattering rubble and snapping cable behind him.

_Mommy._

The broad side of Scorpion's tail hit Spider-Man, _hard. _The web-slinger was catapulted into the front row of seats, sending them flying as he himself barely gained his senses in time to land feet first on the silver screen. He took a deep breath, thanking his luck as he stared down the attacker. He braced for another charge.

"Ha! What's the matter, bug boy?" asked the Scorpion. "No more funny jokes?"

Peter responded by massing his forehead again and whining, "Aw, babe, we gotta do this now? I've got a headache… maybe next week? Or in twenty years, after your jail sentence is up?"

"The only time I'll EVER go to jail is so I can show off your head on a plaque!"

"Wow, harsh." Spidey said deadpan. "Have you considered the possibility that your love of decapitation stems from abandonment issues?"

Two thwips later, and webs were on the back wall of the theater, on either side of Scorpion and significantly above him.

"Maybe you fear that Daddy didn't love you enough?"

A quick tug back for the necessary resistance, and the one-man Spider Cannonball impacted against Scorpion's stomach. Spit, a dab of blood, and some material Spider-Man didn't wish to ever think about went spluttering from Scorpion's agape mouth when he got hit. The villain was carried back a far ways before Spider-Man finished transferring all of his momentum. Scorpion moved on his own, barreling and rolling as he impacted every little obstacle in his way between him and the wall. His journey was a rousing success, hitting that wall with the force of a grenade. Chunks of wall, ceiling, and pure exploitation film schlock showered him as he shakily stood back up. He scowled, pure hatred on his face.

"That is IT!" he roared, clutching the newest dent in his armor. "You have beaten, battered me, and bled me—"

"Do I look like an old-school physician to yo—"

"SHUT UP!" he roared, desperate for just one moment of peace. "You're a constant gnat buzzing around in my ear, and I'm sick of it! Freaking sick! You're a bane on the entire criminal world, and tonight I'm gonna rip your guts out so hard and so fast, the shock'll _never_ leave your face! The whole world will see Spider-Man, terrified like a little child in his last, pathetic moments! AHAHA—"

"I've heard enough."

And then, Peter saw him. Scorpion did too. He hadn't just been hiding—he flat-out wasn't there. But he appeared between them, as if he'd just materialized from nowhere. He was taller than Peter by at least a full head, and more defined in musculature. His costume was darker in color, and the arrangement of the red on blue was different; but it was no question, that he was dressed like SOME kind of Spider-Man. And, this was the part that scared him, he sounded a bit like the genuine article too. A lower, harsher voice, but the tones he recognized as his own were in there somewhere.

_Oh, lord help me; it IS a clone._

If this was a clone, though, he was not inexperienced by any means. He extended both arms, and his web-slingers came to life. A trio of lines from each snapped into life, grasping each of Scorpion's limbs, and then his face for that added humiliation. With a groaning strain, this second Spider-Man pulled back with all his strength. Scorpion was swept straight off of his feet, being pulled straight up into the ceiling and getting dragged along the top. Chunks of building material were tossed around like bits of confetti, there was so much of it. At last, Scorpion passed over Spider-redux's head, and with a second yell and a second yank, the webs contracted, and sent the crook heading straight down to earth for a powerful impact.

He hit the screen, and smashed with tremendous force. Scorpion's armor nearly shattered from the force of it, and he slid down to the ground. The second Spider-Man wasted not a second of time, and Peter could only watch on in awe as he jumped halfway across the theater, landing next to the dazed villain. His arms wrapped tightly around the cybernetic tail on his suit, and tightened their grip. The metal crumpled like a sheet of paper, and when he pulled the entire appendage was wrenched away. Only a sparking mess of wires and leaking fuel lines were left where the tool of death had once been. The Spider-Stranger grabbed Scorpion by his shoulder and flipped him back into the ruins of the front row seats, on his back and trembling in sheer terror.

The newcomer crouched down, looming over him as the man trembled, waiting for the inevitable beating. This Spider-Man raised his fist, ready to strike…

And came instead with a two fingered poke to the Scorpion's forehead. Mac's eyes opened, confused for a moment. He stared, and the corners of his lips trembled as they dared to form a little smile. Just as it reached its peak, and he seemed ready to laugh, of all things, the real effect kicked in.

Peter couldn't tell what, precisely, was happening. It seemed like some kind of chemical reaction, or perhaps an electrical shock. Jolts went up and down Scorpion's body as he jittered, shook, and convulsed in pain, before at last going limp. He took a step closer, observing the damage as the other Spider-Man stood up, dusting himself off.

"I'd forgotten how tough Scorpion could get, when he got desperate." The stranger murmured, checking his limbs as if he were scanning for injuries. "But you handled yourself well."

Peter barely heard him, focused on the limp body of his rogue. He glanced over at his counterpart. "Hey, don't mean to sound unappreciative or anything, but… what the heck did you _do_ to him?"

Spider-Redux stared at him, his smaller eyes still in the recognizable—trademarked, even—Parker stare of disbelief.

"A Venom Strike." The other him explained. "You… don't have that?"

"Don't even know what it _is._" Peter admitted, shrugging his shoulder. The other Spider-Man, shook his head, burying his face in a palm as he whispered.

"How did you even last this long?…"

That set something off in the smaller Spider, who caught the other's attention with a wave. "Okay, yeah, thanks for the help and all, taking down the villain I mow like grass every two weeks. Saved me some trouble, but—you come around wearing _my _costume, using _my _powers, but more, I guess? And now you're doing that cryptic 'Ooh, I'm mysterious and will vaguely reference plot points yet to be revealed' schtick."

He used spooky waggling of his fingers to illustrate that last part.

"Can you please tell me who you are, and what you're doing here?"

"It should be obvious." The other told him. He crossed his arms, and nodded. "I'm Spider-Man. And I came here for you."

"Really?" the littler one asked, his body language growing more excited with each passing second. "Because if you're going to teach me that Venom Stroke thing, I take back everything I just badmouthed you on—"

"No." the other corrected. He pointed a finger at his younger name-sharer. "Not you, _Spider-Man._"

That same hand them came up and grabbed hold of the larger Spider's mask, slowly pulling it off to reveal his face.

It was old. That was the word Peter immediately thought of. Ten years older than him, at the least, and that was before counting what seemed like stress did to him. Lines on the sides of his mouth, and wrinkles forming on his forehead; a terrible, scarred gash on the right side of his face, going from the temple to his jawline. What looked like bullet pockmarks on the left side of his chin; and a streak of his hair thinner, growing from a burned section of scalp that never fully healed.

But even then, his eyes, dulled as they were, were familiar. His nose, his whole face, it was all so familiar.

It was _his_ face. Peter Parker was looking at Peter Parker.

"I'm here for you, _Peter._"


End file.
